(b) Class B shall consist of the Warren Township Recreation Commission, or the successor public committee or appointive body designated by the Township of Warren, County of Somerset, State of New Jersey (the "Township") to coordinate athletic and recreational activities in the Township (hereinafter referred to as the "Commission").

(a) Class A members shall have the exclusive voting powers with regard to the Association and shall each be entitled to one vote on any and all questions coming before the members regarding the activities of the Association.

(b) Class B members shall have the right (i) to attend all annual and special meetings of the membership of the Association (ii) to cause to be nominated and elected one member of the Board of the Warren Township Recreation Committee to serve on the Board of Trustees of the Association ex-officio with the right to be counted, if present, in the making of a quorum for any meeting of the Board of Trustees and to exercise one vote at any such meeting; and (iii) to ratify and approve the election of members of the Board of Trustees of the Association in the manner herein prescribed.

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Section I. Annual Membership Meeting. The Annual Meeting of the entire membership of the Association shall be held the second Thursday of November each year at such location shall be designated by the Board of trustees. Notice of the time and place of the Annual Meeting shall be mailed to each Class A and Class B member at least ten (10) but not more than twenty (20) days, prior to the date of the meeting, and shall be posted in the offices of the Township. At the Annual Meeting, members shall receive the commissioner's annual reports and any additional reports of a financial or other nature, and shall transact such other business as may be required by law.

Section 2. Quorum. For the purposes of establishing a quorum at such Annual Meeting or any special membership meeting called by the Board of Trustees, a majority of the membership of Class A, such majority including the members of the Board of Trustees serving as Trustee ex-officio, must be present.

Section 2. Number. The Board of Trustees shall consist of not less than eleven (11) nor more than thirty-one (31) members, inclusive of the members serving ex-officio pursuant to the last sentence of Section I of this Article III (immediate past President) or elected by the Class B Member pursuant to Article I, Section 2 hereof.

Section 4. Nominating Trustees. Prior to the Annual Meeting, or at other meetings when vacancies are to be filled, any sitting member of the Board of Trustees shall recommend to the Board of Trustees a nominee, or slate of nominees to be voted upon at the Annual Meeting

Section 5. Electing Trustees. Subject to the provisions herein below set forth, new trustees shall be elected at the Annual Meeting for the slate of nominees proposed in accordance with these By-laws by the existing members of the Board of Trustees. The vote shall be made by secret ballot and the vote of the simple majority shall be the act of the Board of Trustees. Notwithstanding any other provision of these By-laws to the contrary, the election of members to serve on the Board of Trustees shall be subject to ratification by the Class B Member. In the event the Class B Member does not ratify the slate of Trustees submitted for approval by the Board of Trustees of the Association, the Board of Trustees shall, within thirty (30) days of receipt of written notice of non- ratification, re-submit for ratification by the Class B Member a newly elected slate of Trustees. If for any reason, the re-submitted slate of Trustees is not ratified by the Class B Member within sixty (60) days of the receipt of same, the Class B Member shall elect the members to serve on the Board of Trustees of the Association.

Section 6. Quorum. A majority of the Trustees, inclusive of the members serving ex- officio, by reason of having been elected by the Class B Member pursuant to Article I, Section 2 hereof and by reason of being the immediate past President of the Association shall be required for the purposes of establishing a quorum at any meeting of either the membership or the Board of Trustees.

Section 7. Conflict of Interest. No Trustee shall obtain, directly or indirectly, any pecuniary gain or profit by reason of serving on the Board of Trustees. Any duality of interest or possible conflict of interest of a Trustee shall be disclosed to the other members of the Board of Trustees of the Association and made a matter of record through

an annual procedure whereby each Trustee shall be required to inform the Board in writing of the existence of potential conflict(s) of interest, as well as when the potential conflict(s) becomes a matter of proposed Board action; provided, however that a member of the Board shall not be deemed to have duality of interest or possible conflict of interest by reason of serving, or having served, on the Commission.

Any Trustee having duality of interest or possible conflict of interest on any matter

shall not vote or use his or her personal influence in the matter, but he or she shall be counted in determining the quorum for the meeting in regard to any action by the Board

on such matter. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and making a quorum with respect to action by the Board on such matter.

The foregoing requirements shall not construed as preventing the member of the Board from briefly stating his or her position in the matter, nor from answering pertinent questions of other Board members since his or her knowledge may be of assistance to the Board of Trustees.

This policy shall be reviewed annually for the information and guidance of members of the Board, and any new member shall be advised of the policy upon entering on the duties of his or her office.

Section 8. Resignation and Removal. Any Trustee may resign at any time by giving written notice of this resignation to the Board of Trustees or the President of the Secretary of the Association. Any such resignation shall take effect at the time specified therein, if the time when it shall become effective shall not be specified therein, or, then it shall take effect immediately upon its receipt by the Board of Trustees or by the President or the Secretary of the Association. Acceptance of such resignation by action of the Board of Trustees shall not be necessary to make it effective. Any Board member may be removed from office in accordance with the following procedure. The Board of Trustees may remove any Trustee, including without limitation the members serving ex-officio elected by the Class B Member pursuant to Article I, Section 2 hereof and by reason of being immediate past President of the Association by a two-thirds majority vote of the remaining Trustees present at a regular meeting or at a special meeting called for that purpose. In the event the Board of Trustees removes any member elected by the Class B Member pursuant to Article I, Section 2 hereof in accordance with the following procedure, the vacancy shall be filled by the Class B Member.

Section 9. Vacancies. If the office of any Trustee shall become vacant at any time for any cause, the vacancy may be filled for the unexpired term at any regular or special meeting of the Board of Trustees provided the notice of the meeting shall have set forth the name of the person to be nominated as Trustee or the Board of Trustees may determine that the number of the Trustees be decreased and that the vacancy not be filled. In the event the vacancy arises with respect to a member of the Board of Trustees elected by the Class B Member pursuant to Article I, Section 2 hereof, the vacancy shall be filled by the Class B Member.

Section 2. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the President or at the written request of three (3) Trustees, filed with the Secretary, which request shall state the purpose of purposes of the meeting. The business to be transacted at any such meeting of the Board shall be limited to the purpose or purposes set forth in the meeting notice.

Section 3. Notice of Special Meeting. Written or oral notice of any Special meeting shall be given to each member the of the Board of Trustees at least three (3) but not more than fifteen (15) days prior to the date of the meeting. Notice must be given by the President or the Secretary and must state specifically the purposes of such meeting.

Section 4. Adjourned Meetings. When a meeting is adjourned to another time and place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting.

Section 5. Voting. Each member of the Board of Trustees, inclusive of the members serving ex-officio by reason of being elected by the Class B Member pursuant to Article I, Section 2 hereof and by reason of being the immediate past President of the Association shall have one vote and the note of the majority of the Trustees present at a meeting at which a quorum is present at the time of the vote shall be the act of the Board of Trustees. Trustees abstaining from any vote shall be counted for the purpose of establishing a quorum at the time of any vote.

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Section I. Officers. The officers of the Association shall consist of a President, one or more Vice Presidents as the Board shall from time to time decide, Secretary, and

Treasurer, selected from the Board of Trustees as provided by this Article of the By-laws.

Section 2. Election of Officers. At the annual meeting of the membership, the Board of Trustees shall elect from among their number a President, one or more Vice Presidents as the Board shall from time to time decide, a Secretary and a Treasurer. The meeting of the Board of Trustees for the election of officers shall be held within one month following the Annual Meeting of the entire membership. Officers elected shall hold office for one (1) year terms.

Section 3. Duties of President. The President shall have the duties and responsibilities assigned by these By-laws, shall preside at all meetings of the Association and the Board of Trustees and shall nominate persons to serve on such committees has he or the Board of Trustees shall consider expedient or necessary. The Chairman shall be a member, ex-officio, of all committees. The Chairman shall promulgate a schedule: for the regular meetings of the Board of Trustees for each year.

Section 4. Duties of Vice President. In the absence of the President, the Vice President shall perform his duties, and in the absence of both the President and the Vice President, the Treasurer shall preside and assume the duties of the President.

Section 5. Duties of Secretary .The Secretary shall keep the minutes of all meetings of the Association and the Board of Trustees and shall, if requested, read such minutes at the close of each meeting for approval. The Secretary shall mail or cause to be mailed all notices for meetings of the Association membership and Board of Trustees and shall perform such other duties as may be required by the By-laws, the President or the Board of Trustees.

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Section I. Standing Committees. The Standing Committees shall include the Safety Committee, the Public Relations Committee, a Finance Committee, a Committee

for each "league" organized and maintained by the Association from time to time (including, without limitation, the "All-star" programs), and Equipment Committee, a Policy and By-laws Committee, a Fund Raising Committee, a Refreshment Stand Committee, a Sponsors Committee, a Committee on Umpires, a Dispute Resolution Committee, and any other standing committees as the Board of Trustees may from time to time authorize.

Except as otherwise provided herein below, the President shall nominate the members of all Standing Committees and the chairman thereof. At the Annual Meeting of the Association, the President shall propose to the Board of Trustees the proposed members of each Standing Committee of the Association and the proposed chairman of each such Committee. Persons other than members of the Board of Trustees may be nominated to serve on any Standing Committee provided, however, that nominees for chairman of any Standing Committee shall be current members of the Board of Trustees. Further at the time of the Annual Meeting, any Trustee present at the meeting may propose alternate members of such Committees and alternative chairman thereof. The Board of Trustees shall approve those Trustees or other persons nominated in accordance with the foregoing procedure to be the members and the respective chairman of all Committees.

All Committees shall meet at the place, dates and hours selected by each Committee and special meetings may be called by the President or the chairman of the Committee when either deems it necessary. The chairman of each Committee shall preside at the meetings thereof and, unless otherwise provided, each Committee shall appoint a secretary. Minutes of all Committee meetings shall be accurately kept by the secretary of the Committee so appointed or designated as such by the chairman of the Committee and shall be submitted to the Board at its next meeting following any such Committee meeting. At a Committee meeting, a quorum for the transaction of any business shall be at least fifty-one percent (51%) of the number of members of the Committee. Action by the majority of those present shall constitute a lawful action of a Committee. No Committee shall:

Section 4. Finance Committee. The Finance Committee shall consist of a

chairman, the President, the Treasurer and as many other members as may approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. The Committee shall be responsible for the development of an annual budget of income and expense of the Association and shall submit not less than ten (10) days prior to the regular meeting of the Board of Trustees which immediately precedes the annual meeting of the Association the proposed budget to the Board of Trustees for approval and adoption. The Committee shall examine the Association' s monthly financial reports prepared or cause to be prepared by the Treasurer, and ascertain and report to the Board the causes of variation therein from the budget and appraise the Association's operating performance. The Committee shall regulate the expenses of the Association in line with budgeted income. The Committee shall recommend to the Board procedures and controls concerning the receipt and expenditure of funds of the Association. The Committee shall supervise the custody, management, investment and reinvestment of all funds of the Association. The Committee shall initiate the investment of these funds in the interests of the Association and shall report on the performance of the Association's investments at regular meeting of the Board of Trustees.

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Section 5. Committees of the Leagues. A Committee for each "league" organized and maintained by the Association from time to time, including without limitation the

" A11-star" programs, shall be established. The chairman for each such committee, who shall be also know as the Commissioner of the "league" in question, and such other members of the Committee for each such "league" shall be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. Each such Committee shall have general responsibility to organize and supervise the operations and conduct of play for the "league" for which the subject Committee was formed, to recommend to the Board of Trustees rules applicable to the respective league for which the Committee is formed, and to report from time to time as may be directed by the Board of Trustees, on the conduct and affairs of such "league." The Commissioner of each "league", including without limitation the " A11-star" program, shall be responsible for appointing coaches for teams in the "league" for which the subject Committee was formed, provided however, that the Board of Trustees shall ratify and approve those coaches appointed by the respective Commissioner at the regular meeting of the Board immediately following the appointment of any such coach. Each Commissioner shall be responsible for notifying the Board of any appointment immediately after verbal or written appointment by the Commissioner of any such coach. In the event the Board of Trustees fails to ratify and approve any particular or all of the persons appointed by any Commissioner to serve as a coach, the Board shall have the authority to appoint such persons as the Board shall deem fit to serve in place of those appointees of any such Commissioner who shall have filed to received ratification and approval of the Board.

Section 6. Equipment Committee. The Equipment Committee shall consist of a Chairman and as many members as my be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. The Committee shall be responsible to identify needs for, recommend to the Board of Trustees the procurement of such items of equipment as shall be necessary to equip participants in the Association's baseball and softball programs and umpires and make purchases, take receipt of and distribute equipment approved for purchase or use by the Board of Trustees.

Section 9. Policy and By-Laws Committee. The Policy and By-Law Committee shall consist of a Chairman and as many members as my be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI.. The Committee shall be responsible to consider, design and recommend to the Board of Trustees policies associated with the activities of the Association, including without limitation, the Association's baseball and softball programs, the rules of play pertaining thereto, rules and regulations associated with the conduct of coaches and players before, during and after recreational events conducted under the auspices of the Association and such matters as the Committee shall from time to time decide or as may directed by the Board of Trustees. The Committee shall also study and recommend to the Board of Trustees changes, additions, and modifications to these By-Laws from time to time or as otherwise directed by the Board of Trustees.

Section 10. Refreshment Stand Committee. The Refreshment Stand Committee shall consist of a Chairman and as many members as my be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. The Committee shall be responsible to coordinate the activities of the refreshment stand and to recommend to the Board of Trustees methods of operation, purchases or refreshments and prospective staff personnel.

Section 11. Committee on Umpires. The Committee on Umpires shall consist of a Chairman and as many members as may be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. The Committee shall be responsible to coordinate the activities of the umpires for the Association's baseball and softball games and to recommend to the Board of Trustees methods of recruiting, training and supervising such umpires.

Section 12. Dispute Resolution Committee. The Dispute Resolution Committee shall consist of a Chairman and as many members as may be approved by the Board of Trustees in accordance with the procedures in Section 1 of this Article VI. The Committee shall be responsible to establish written procedures for the resolution of disputes arising during the course of the Association's baseball and softball games, including, without limitation, games organized under the " Al1-Star" league, or arising out of any activity or programs sponsored or maintained by the Association. Without limiting the generality of the foregoing, in the case of any particular dispute which cannot be resolved among the parties to the dispute, the chairman of the Committee shall have the authority to convene an ad hoc subcommittee comprised of the President, the Commissioner of the league associated with the dispute and one other Trustee appointed by the chairman (provided that no such person shall serve on any such ad hoc subcommittee in the event such person has a conflict of interest in regard to the dispute, such as by reason of being involved personally in the dispute, being the parent of a child whose team is involved in a dispute or other similar circumstance) for the purpose of investigating and conducting such meetings and discussions with the parties to the dispute as shall be necessary to resolve the dispute as promptly and fairly to all parties involved in accordance with the rules and regulations for the conduct of play and behavior as may be promulgated by the Association

Notwithstanding any other provisions of these By-Laws, no Trustee, officer or employee or representative of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist or as they may hereafter be amended, and by any organization, contributions to which are deductible under Section 170 ( c )(2), Section 2055 (a)(2), and Section 2522(a)(2) of such Code and Regulations thereunder as now exist or as they may hereafter be amended.

extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or other court shall deem proper.

Section 11.1 Third Party Actions. Any person who was, or is, or hereafter shall be a Trustee or officer (hereinafter referred to a "corporate agent") of the Association shall be indemnified by the Association against his reasonable costs, disbursements and counsel fees (hereinafter "expenses") and liabilities paid or incurred in satisfaction of any judgment, fine, penalty or settlement (hereinafter "liabilities") in connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein (hereinafter "proceeding") involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the Association, if(l) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association; and (2) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a resumption that such corporate agent did not meet the applicable standards of conduct set forth in this paragraph.

Section 11.2 Actions by or in the Right of the Association. The Association shall indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the Association to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable for negligence or misconduct, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case. Such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or other court shall deem proper.

Section 11.3 Mandatory Indemnification. The Association shall indemnify a corporate agent against expense to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in Sections 1 and 2 of this Article XI or in defense of any claim, issue or matter therein.

Section 11.6 Scope of By-Law. The indemnification provided by this Article XI (I) shall apply to the corporate agent and the legal representative or representatives of the corporate agent and (2) shall not exclude any other rights to which a corporate agent may be entitled under the Certificate of Incorporation or By-Laws of the Association or by agreement or otherwise.

Whenever reference in these By-Laws is made to the masculine pronoun, it should be construed to include both the masculine and feminine gender. In addition to its affairs and conduct of business, the Association shall not discriminate as to any person on account of age, race, creed, sex, marital status, national origin, or handicap.

These By-Laws are subject to the provisions of the New Jersey Nonprofit Corporation Act ("the Act") and the Articles of Incorporation as they respectively may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision in the Act or the Articles of Incorporation, the provision of the Act or the Articles of Incorporation shall govern to the extent of such inconsistency.

Adopted: May 2001